The nomination committee prepares information that will be used as a basis for decisions at the general meeting concerning election of the board of directors, the chairman of the board, the auditors and the chairman of the annual general meeting, fees to the board and auditors.
The nomination committee consists of:
- Karl-Johan Persson, chair of the board
- Stefan Persson, Ramsbury Invest
- Lottie Tham
- Joachim Spetz, Swedbank Robur Fonder
- Karin Eliasson, Handelsbanken fonder
The above composition of the nomination committee is based on the ownership structure as at the last banking day in August 2023 in accordance with the resolutions below concerning the instructions for and composition of the nomination committee that were adopted at the annual general meeting on 4 May 2022 and which remain in effect until a general meeting of shareholders decides otherwise.
Stefan Persson chairs the nomination committee.
A. COMPOSITION OF NOMINATION COMMITTEE
- The nomination committee is to consist of the chair of the board and four other members. The four other members are to be appointed as follows: each of the four largest shareholders measured by voting power, according to the register of shareholders kept by Euroclear Sweden AB as at the last banking day in August each year, appoints a member. Determination of which are the four largest owners measured by voting power is to be based on shareholder statistics that are sorted by voting rights (in ownership groups) and include the 25 largest registered shareholders in Sweden, i.e. shareholders holding an account with Euroclear Sweden AB in their own name or shareholders holding a custody account with a manager that has given the name of the shareholder to Euroclear Sweden AB.
- Unless the members of the nomination committee agree otherwise, the chair of the nomination committee is to be the member appointed by the largest owner measured by voting power. The chair of the committee will have the casting vote in the event that the votes are equal.
- If any of the four largest shareholders measured by voting power declines to take part in the nomination committee, or can otherwise be assumed to have declined such a right, the next largest shareholder (measured by voting power) is to be given opportunity to appoint a member.
- If a shareholder that nominated a member of the nomination committee notifies the nomination committee that this shareholder wishes the person it appointed to no longer be a member of the nomination committee (e.g. because the person concerned is no longer employed), the person concerned will no longer be a member of the nomination committee.
- If a shareholder has appointed a member of the nomination committee but at a time no less than four months before the annual general meeting is no longer one of the four largest shareholders measured by voting power, the nomination committee can decide that the member appointed by this shareholder will no longer be a member of the nomination committee.
- If a member leaves the nomination committee before its work is completed, a replacement is to be appointed if the nomination committee considers this appropriate (taking into consideration, for example, how much of the nomination committee’s work remains to be done). Such replacement member is to be appointed by the same shareholder as appointed the departing member or, if this shareholder is no longer one of the four largest shareholders measured by voting power, by the next largest shareholder.
- H&M is to provide information on the company’s website concerning the composition of the nomination committee at least six months before each annual general meeting. The company is also to provide information there concerning changes in the composition of the nomination committee.
- The terms owner and shareholder in expressions such as “the four largest owners measured by voting power” or “the next largest shareholder” refers to shareholders as recorded in the shareholder statistics stated in 1 above.
B. INSTRUCTIONS FOR THE NOMINATION COMMITTEE
- As soon as possible after the last banking day in August each year, the chair of the board is to convene the nomination committee’s first meeting and, as part of the nomination committee’s work, is also to report to the nomination committee the circumstances relating to the board’s work and need for special expertise etc. that may be of significance for the nomination committee’s work.
- No fees are to be paid to the members of the nomination committee. The nomination committee may charge to the company any reasonable costs for travel and investigations.
- The nomination committee is to submit proposals to each annual general meeting for the following:
a) election of a chair for the meeting;
b) resolution on the number of board members;
c) resolution on board fees for the chair of the board and for each of the other members of the board (including work in board committees);
d) election of board members;
e) election of chair of the board;
f) resolution on the number of auditors;
g) resolution on fees to the auditor(s);
h) election of auditor(s).
- All information that the members of the nomination committee receive within the context of their position on the committee or otherwise receive from the company is to be kept strictly confidential and must not be disclosed to third parties until the information has been made public. The nomination committee’s proposals, reports and statements are to be communicated to the company in reasonable time to ensure compliance with the Swedish Corporate Governance Code.
Proposals from shareholders for the nomination committee may be sent either to individual members of the nomination committee or directly to:
H & M Hennes & Mauritz AB
106 38 Stockholm
An account of the work of the nomination committee ahead of each AGM is available in a separate document on every nomination committee page, see below.